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HomeMy WebLinkAboutContracts & Agreements_28-1990_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES FOR MILL CREEK ZANJA TO DRAIN PROJECT This AGREEMENT is made and entered into as of this 15th day of August, 1990, by and between City of Redlands Engineering Services Department herein after referred to as "OWNER" and BSI Consultants, Inc. hereinafter referred to as "ENGINEER" In consideration of the mutual promises, covenants and con- ditions hereinafter set forth, the parties do hereby agree as follows: ARTICLE 1 - ENGAGEMENT OF THE ENGINEER 1. 1 The OWNER hereby engages the ENGINEER and the ENGINEER hereby accepts the engagement to perform Engineering services in connection with Mill Creek Zanja Storm Drain Project. 1.2 All work under this AGREEMENT shall be done in a pro- fessional manner, and ENGINEER represents that he is skilled in the professional expertise necessary to provide high quality services under this AGREEMENT. 1. 3 The ENGINEER shall be responsible, to the level of competency presently maintained by other practicing professional engineers performing the same type of work for the professional and technical soundness, accuracy and adequacy of all studies, designs, drawings, specifications, and other work and materials furnished under this AGREEMENT. ARTICLE 2 - SERVICES OF THE ENGINEER 2. 1 The ENGINEER will perform the services in connection with the Project as defined in Attachment A, Scope of Work - Project Approach. ARTICLE 3 - RESPONSIBILITIES OF THE OWNER 3 . 1 The OWNER will place at the disposal of the ENGINEER all available information pertinent to the PROJECT, including previous reports and any other data relative to the Project. 3 .2 The OWNER will provide access to and make all provisions for the ENGINEER to enter upon public and private lands as required for the ENGINEER to perform his work under this AGREEMENT. 3 . 3 The OWNER will provide environmental assessments or impact reports required for this project. 3 .4 The OWNER will designate in writing a person to act as the OWNER's representative with respect to the work to be performed under this Agreement, such person to have complete authority to transmit instructions, receive information, interpret and define the owner's policies and decisions with respect to materials, equipment, elements and systems pertinent to the work covered by this AGREEMENT. 3 . 5 The OWNER will provide standard raylar sheets. ARTICLE 4 - PERIOD OF SERVICE 4 . 1 The ENGINEER shall proceed with the engineering services set forth in Article 2 in accordance with the schedule defined in Attachment B. 4 .2 The ENGINEER shall proceed with the services under this AGREEMENT promptly and will prosecute them diligently. ARTICLE 5 - PAYMENTS TO THE ENGINEER 5. 1 For the services performed under Article 2, OWNER will pay the ENGINEER on a time and materials basis at the hourly rates shown in Attachment B, Rate Schedule. The manhour estimates and total budgets are shown on Attach went D, Fee Proposal. 5.2 Payment for additional services requested by the OWNER per Article 2.2 will be in accordance with a separately negotiated fee or in accordance with the hourly fees shown in Attachment "Ctf, Rate Schedule. -2- 5. 3 ENGINEER agrees that at the point 75-percent of budgeted costs have been expended for each scope project, the ENGINEER will notify the OWNER in writing, including a brief report on job status, percent complete, analysis of budget, and envisioned expenses to complete the contractual effort. Budgets shall not be exceeded except if previously approved by OWNER. 5.4 The ENGINEER shall bill the OWNER within ten days fol- lowing the close of each month by submitting an invoice indicating the work performed, who performed the work, and the detailed cost of all work including backup material, if requested. Payments by OWNER to ENGINEER shall be made within 30 days after receipt and approval of ENGINEER'S invoice, by warrant payable to BSI Consultants, Inc. OWNER will notify ENGINEER of unapproved invoices within 10 days of receipt of invoice. All notices, bills and payments shall be made in writing and may be given by personal delivery or by mail. Notices, bills and payments sent by mail should be addressed as follows: TO OWNER: CITY OF REDLANDS Engineering Services Dept. P. O. Box 3005 2 E Citrus Ave. , Ste. 222 Redlands CA 92373 TO ENGINEER: BSI Consultants, Inc. 1415 East 17th Street Santa Ana CA 92701 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. In all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices, bills and payments are to be given by giving notice pursuant to this paragraph. ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6. 1 ENGINEER shall maintain worker's compensation insurance and, in addition shall maintain insurance to protect OWNER from claims for damage due to bodily injury, personal injury, or death and claims for injury to or destruction of tangible property while performing the services covered by this AGREEMENT. Said public liability and property damage insurance shall be in a minimum combined single limit of $1,000,000 per occur- rence. The OWNER shall be named as additional insured on insurance coverage for public liability and property damage. The ENGINEER shall provide OWNER with a certificate evidencing such insurance coverage. -3- 6. 2 ENGINEER agrees to maintain professional liability insurance pursuant to this paragraph to indemnify and hold harmless OWNER from negligent acts, errors or omissions of a professional nature. The total aggregate of ENGINEER'S professional liability insurance coverage shall not exceed $50, 000 or ENGINEER'S total fee for the services rendered on this PROJECT, whichever is lesser. 6. 3 ENGINEER agrees to defend, indemnify, hold harmless OWNER and their officers, agents and employees from and against claims, loss, damage, charge or expense, in- cluding reasonable attorney's fee, to which they or any of them may be put or subjected to arising out of or resulting from any negligent acts, errors, omissions, or failure to act on the part of the Engineer and/or his employees, and his contractors, in the performance of the services described in this AGREEMENT. ARTICLE 7 - GENERAL CONSIDERATIONS 7. 1 In the event of any legal action brought by either party against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, the losing party shall pay the prevailing party such reasonable amounts for fees, costs, expenses, including attorney's fees, as may be set by the Court. 7. 2 The ENGINEER shall not sublet or assign any of the work covered by this AGREEMENT, except with the prior written approval of the OWNER and in strict compliance with the terms, provisions, and conditions of the CONTRACT. 7 . 3 The key ENGINEER'S personnel proposed for this project are as follows: Mohammad Rowther, P.E. Project Manager Ken Rosenfield, P.E. Principal-in-Charge ENGINEER agrees that these key people will be made available and assigned to the OWNER'S project, and that they will not be replaced without concurrence from the OWNER. 7.4 It is understood and agreed by and between the parties that all documents, records, drawings, designs and specifications, cost estimates, and other project documents developed by the ENGINEER pursuant to this AGREEMENT shall become the property of OWNER and shall be delivered to OWNER if and when requested upon completion of services. Any reuse of such documents for other projects and any use of incomplete documents will be at the OWNER's sole risk. -4- 7. 5 ENGINEER is for all purposes an independent contractor. All qualified personnel provided by ENGINEER pursuant to the provisions of this AGREEMENT are to be employed by ENGINEER for his account only, and in no event shall ENGINEER or any personnel retained by him be deemed to have been employed by the OWNER or engaged by the OWNER for the account of or on behalf of the OWNER. 7. 6 Unless earlier terminated as stipulated below, this agreement shall terminate upon completion and acceptance by the OWNER of all work approved for performance under Article 2 of this AGREEMENT. 7 .7 This AGREEMENT may be terminated in writing by either party in the event of failure by the other party to fulfill its obligations under this AGREEMENT through no fault of the terminating party: PROVIDING, that no such termination may be effected unless the other party is given (1) not less than thirty (30) calendar days written notice (delivered by certified mail, return receipt requested) of intent to terminate, and (2) an opportunity for consultation with the terminating party prior to termination. 7 .8 If this AGREEMENT is terminated by the OWNER for reasons of default by the ENGINEER, an adjustment to ENGINEER'S compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed services, and (2) any payment due to the ENGINEER at the time of termination may be adjusted to the extent of any additional costs to the OWNER occasioned by the ENGINEER'S default. If termination for default is effected by the ENGINEER, the adjustment in compensation shall provide for payment to the ENGINEER to include a reasonable profit for services rendered and reimbursement for expenses incurred prior to the termi- nation, in addition to termination settlement costs reasonably incurred by the ENGINEER relating to commit- ments which had become firm and approved by OWNER prior to the termination. 7.9 Upon receipt of a termination notice, the ENGINEER shall (1) promptly discontinue all services affected (unless the notice directs otherwise) , and (2) deliver or other wise make available to the OWNER, copies of data, design calculations, drawings, specifications, reports, esti- mates, summaries, and such other information and mater- ials as may have been accumulated by the ENGINEER in performing this AGREEMENT. 7. 10 ENGINEER shall maintain books and accounts of all project related payroll costs and all expenses and incidental expense. Books shall be available at all reasonable times for examination by the OWNER at the office of the ENGINEER. - - 7 . 11 This AGREEMENT, including attachments incorporated herein by reference, represents the entire AGREEMENT and understanding between the parties and any negotiations, proposals or oral agreements are intended to be integrated herein and to be superseded by this written AGREEMENT. Any supplement or amendment to this AGREE- MENT to be effective shall be in writing and signed by the OWNER and ENGINEER. 7. 12 This AGREEMENT is to be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, duly authorized representatives of the parties have signed in confirmation of this AGREE- MENT. CITY OF LANDS BSI CONSULTANTS, INC. By Principal-in-ChArge ATTEST,'--� Date City cle��'_/' -6- BSI Consultants, Inc. August 28, 19% KH"EIVED CITY OF REDLAND Engineering Services Department $ .w. P.O. Box 3005PM Redlands, California 92:373 g194111131 1.1 2111213,41516 Attention: Mr. Ronald C. Mutter City Engineer Subject: Mill Creek Zanja Storm Drain Project Dear Mr. Mutter: Encloses is a signed copy of AGREEMENT TO FURNISH CONSULTING SERVICES for the subject project. Our insurance certificates, naming the City of Redlands as additional insured, has been ordered from our insurance carrier. We appreciate this opportunity to provide service to the City of Redlands and to work with you and your staff on this important project. We are looking forward to receiving the Notice-to-Procced. If you have any questions, please feel free to call. Very truly yours, BSI CONSULTANTS, LNC. A _. Mohammed Rowther, P.E. Project Manager MR1rc Enclosure - t ��.�� �.�. �.., , .. �ti�. -._ 952 - 3 FAX